SEC Form SC 13D/A filed by Ecovyst Inc. (Amendment)

CUSIP No. 73943T103

 

CUSIP No. 73943T103

Explanatory Note.

This Amendment No. 6 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on March 22, 2019 (the “Original Schedule 13D”), as amended by Amendment No. 1, which was filed with the Commission on May 3, 2021, Amendment No. 2, which was filed with the Commission on May 5, 2021, Amendment No. 3, which was filed with the Commission on November 23, 2021, Amendment No. 4, which was filed with the Commission on December 20, 2021, and Amendment No. 5, which was filed with the Commission on May 26, 2023.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Schedule 13D.

This Amendment is being filed to amend and supplement Items 4 and 5 as follows:

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following to the section titled “Secondary Offering”:

As previously disclosed, on May 23, 2023, in connection with a registered secondary public offering (the “Secondary Offering”) of Common Stock, INEOS entered into an underwriting agreement (the “Underwriting Agreement”) with the Issuer and J.P. Morgan Securities LLC (the “Underwriter”).  As also previously disclosed, pursuant to the Underwriting Agreement INEOS granted the Underwriter a 30-day option (the “Over-allotment Option”) to purchase up to 2,100,000 additional shares of Common Stock at a price of $10.8808 per share.  On June 22, 2023 the Underwriter notified INEOS that it was executing its right to purchase from INEOS an aggregate of 1,690,970 shares of Common Stock pursuant to the Over-allotment Option. The closing of such transaction occurred on June 27, 2023.

Item 5. Interest in Securities of the Issuer

(a) The percentage of the Issuer’s shares of Common Stock held is based on a statement of the Issuer in the prospectus supplement filed by the Issuer with the SEC on May 25, 2023 that there would be 116,161,142 shares of Common Stock outstanding as of May 26, 2023 after the Company’s completion of a repurchase of 4,000,000 shares of Common Stock on May 26, 2023.  As of the close of business on June 27, 2023, INEOS beneficially owned 9,040,415 shares of Common Stock, which constituted approximately 7.8% of the Common Stock outstanding. James A. Ratcliffe, as the majority owner of INEOS Limited, may be deemed to be the beneficial owner of, and to have the power to vote and dispose of, the 9,040,415 shares of Common Stock held by INEOS. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Mr. Ratcliffe that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed except to the extent of his pecuniary interest therein.

 

(b) For each person listed, the following table indicates the number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition and shared power to dispose or to direct the disposition:

 

 

(c) Except for the Underwriting Agreement, and the transactions contemplated by the Underwriting Agreement, none of INEOS, Mr. Ratcliffe or, to the knowledge of either INEOS or Mr. Ratcliffe, any person named on Exhibit A to the Original Schedule 13D has effected any transaction in the Common Stock during the past 60 days.

 

(d) Not applicable.

 

(e) Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: June 27, 2023